Terms and Conditions of Sale

Please read the following terms and conditions carefully. We draw your attention to your rights of return under clause 7 and the limits to our liability in clause 11.

In these Conditions ‘the Company’ shall mean Supply Hut, whose office is situated at Hilton Cross Business Park, Cannock Road, Featherstone Wolverhampton, West Midlands, WV10 7QZ and ‘Goods’ shall mean and include Goods or any part thereof of any description to be supplied as described on the Company’s website and the Company’s catalogue. The Goods are offered by the Company only to Customers (those that purchase Goods from the Company) in the United Kingdom and the Customer confirms that he is habitually resident or has a seat of business in such country. The Company reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.

1. FORMATION OF CONTRACT

1.1 All quotations, offers and tenders are made and all orders are accepted subject to these Conditions except as otherwise provided in these Conditions. All other terms, conditions or warranties whatsoever are excluded from any contract between the Company and any Customer unless expressly accepted in writing by a board director of the Company, provided that nothing in any such contract shall restrict or exclude liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of a Customer dealing as a Consumer (anyone who acts outside the course of their business, trade or profession).

1.2 Quotations offers and tenders issued by the Company are not offers capable of acceptance so as to form a binding contract. An order placed by the Customer with the Company whether via the Company’s website (www.supply-hut.com), catalogue or otherwise will be construed as an offer to purchase the Goods from the Company. The processing of a Customer’s payment and acknowledgement of an order will not constitute legal acceptance of the order. It is at the Company’s discretion whether to accept the Customer’s offer. The despatch by the Company of all or part of the order placed will be construed as acceptance by the Company of all or part as the case may be of the Customer’s offer to purchase.

1.3 In the event of a conflict between these Conditions and the Company’s express terms of any quotation, offer, tender and/or order acknowledgement, then such express terms shall prevail.

1.4 Quotations, offers and tenders issued by the Company are for the whole of the Goods referred to in them and the Company reserves the right to refuse acceptance of any order which relates to only part of the Goods forming the subject of a quotation, offer or tender.

1.5 If any non-fraudulent statement or representation has been made to the Customer by the Company, or its employees, officers or agents upon which the Customer relies (other than in the document(s) enclosed with the Company’s quotation or acknowledgement of order) then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm, reject or clarify the point and submit a new quotation and the Customer shall only be entitled to rely on any such statement or representation if the statement or representation is attached or endorsed on the Customer’s order and then only if the Company subsequently confirms in writing to the Customer that the Customer is entitled to rely on the statement or representation. Under no circumstances shall the Company be responsible or held liable in respect of any statement or representation relied upon by the Customer which is not attached to or endorsed on the order and subsequently confirmed in writing by the Company.

2. PRICES

2.1 Unless otherwise agreed in writing all prices are exclusive of VAT and on an order for despatch to a postal address within the United Kingdom by the Company’s usual means of carriage, carriage will be paid by the Company provided that the order has a value of over £75 excluding VAT and that it is sent in one consignment. Orders of £75 and under excluding VAT will incur a delivery charge at the rate for the time being in force as advertised on the Company’s website or in its then current catalogue or in any other literature produced by the Company.

2.2 Where at the Customer’s request, orders are forwarded by any means involving a higher carriage charge than would be incurred by use of the Company’s usual means of carriage, then the additional charge will be paid by the Customer. The Customer will be informed of any additional charges to the delivery of the Goods prior to despatching the Goods.

2.3 Quoted prices are subject to fluctuation at any time and for any reason, including changes in commodity prices, currency exchange rate fluctuations, supplier price increases and changes in market conditions. Where a price differs from that quoted in the Company’s current catalogue or on its website, the Company will contact the Customer by e-mail, telephone, post or other appropriate method to inform the Customer of the revised price before despatching the Goods. The Customer may then cancel the offer to purchase, or confirm the offer to purchase at the revised price if one is offered by the Company. The Company also reserves the right to make an additional charge to cover any increase in transport costs occurring before the date of delivery.

2.4 In the event of any alteration being requested by the Customer in design or specification and agreed by the Company the Company shall be entitled to make an adjustment to the quoted price fairly reflecting such alteration.

3. PAYMENT

3.1 Unless otherwise agreed by the Company in writing, payment shall be due and payable at the point at which the Goods are ordered by the Customer whether through the website, from the catalogue or otherwise.

3.2 Unless otherwise agreed by the Company in writing, payment for the price of the Goods and any delivery charges must be received in full by the Company prior to an order being processed by the Company.

3.3 No disputes arising under the contract nor delays beyond the reasonable control of the Company shall interfere with prompt payment in full by the Customer.

3.4 In the event of default in payment by the Customer, the Company shall be entitled without prejudice to any other right or remedy to do any or all of the following:-

3.4.1 to suspend all further deliveries under the contract or any other contracts between the Company and the Customer then current, without notice;

3.4.2 to charge interest on any amount outstanding at the rate of 8% per annum above the Base Rate of the Bank of England’s such interest being charged as a separate continuing obligation not merging with any judgment;

3.4.3 to serve notice on the Customer requiring immediate payment for all Goods supplied by the Company under the contract and all other contracts with the Customer whether or not payment is otherwise due or invoiced;

3.4.4 to deduct from any monies due or to become due to the Customer any monies due to the Company or any associated or subsidiary company of it from the Customer under the contract and/or any other contract; and/or

3.4.5 to sue for the price of the Goods even though title in the Goods may not have passed to the Customer.

3.5 Should an error occur in regards to the pricing of the Goods by the Company, the Company will not be obliged to supply the Goods to the Customer at the incorrect price. The Company reserves the right to correct errors in pricing and descriptions of the Goods from time to time.

3.6 If any Goods are purchased at an incorrect price, the Company may cancel the contract, whereon the Customer shall return the Goods in accordance with the instructions of the Company and at the Company’s cost, following which the Company shall refund the Customer the price paid for the Goods.

4. DELIVERY

4.1 The Customer shall collect the Goods from the Company’s premises of the Company shall deliver the Goods to the Customer as agreed accordingly in line with the order and these terms and conditions.

4.2 Time for delivery is given as accurately at possible but is not guaranteed. The Customer shall have no right to damages or to cancel any contract for failure for any cause to meet any delivery time stated nor shall the Customer be entitled to make, or to purport to make, time for delivery of the essence of the contract.

4.3 The date of delivery shall in every case be dependant upon prompt receipt of all necessary information, final instructions or approvals from the Customer. Any delays or alterations by the Customer in design, specifications or quantities required may result in delay in delivery.

4.4 Failure by the Customer to take delivery of or to make payment in respect of any one or more instalments of Goods delivered under the contract shall entitle the Company to treat the whole or part of the contract as repudiated by the Customer.

4.5 The Company will endeavour to comply with reasonable requests by the Customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to the default by the Company, the Customer shall pay all costs and expenses, including a reasonable charge for storage and transportation so occasioned, and payment for the Goods shall be made in accordance with these Conditions.

4.6 The Company will not be liable for unloading the Goods at the designated point of delivery or for placing them in position on site.

4.7 The Company shall have the right to make delivery by instalments and in that event each delivery shall stand as a separate contract and failure to make any instalment delivery shall not entitle the Customer to repudiate the whole contract.

4.8 Unless otherwise agreed in writing, whether or not the Company shall arrange transport, delivery shall be effected when the Goods leave the premises of the Company or those of the suppliers to the Company where the Goods are despatched direct from such suppliers’ premises to the Customer.

4.9 Any delivery note or notes presented by or on behalf of the Company and/or its carrier must be signed by or on behalf of the Customer on receipt of the Goods.

4.10 If the Company requires the Customer to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company’s expense.

5. SAMPLES

5.1 The Company may at its discretion submit a sample to the Customer for approval before executing the bulk of the order which will only be commenced on receipt of such approval in writing from the Customer.

5.2 All Goods in respect of which a sample is so approved shall be deemed to have been satisfactorily tested by the Customer and to be suitable for the purposes for which the Customer requires them.

5.3 Notwithstanding that samples may be or have been submitted by the Company, the sale to the Customer is not and shall not be deemed to be a sale by sample for the purposes of Section 15 of the Sale of Goods Act 1979. Any samples submitted to the Customer are intended to indicate only the substance and the general character of the materials and the Customer shall have no claim if the colour or composition of the bulk supplied fails to correspond with the sample in such respect unless the particular requirement is specified by the Customer and accepted by the

Company in writing.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer upon the earlier of completion of delivery if the Company is to deliver the Goods or at the time when the Goods leave the premises of the Company.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:

6.2.1 the Company receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

6.2.2 the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

6.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;

6.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

6.3.4 give the Company such information relating to the Goods as the Company may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:

6.4.1 title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer, the Company may at any time:

6.5.1 require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

6.5.2 if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. RETURNS AND REFUNDS

7.1 Cancellation of the contract by a Customer will only be agreed to by the Company on condition that all costs and expenses incurred by the Company up to the time of cancellation and all loss of profits and other loss or damage resulting to the Company by reason of such cancellation will be paid forthwith by the Customer to the Company.

7.2 Within 14 calendar days of delivery or collection of the Goods, the Customer may return the Goods to the Company, for any reason, at the cost of the Customer.

7.3 All Goods that are returned to the Company must be in the same condition they were in as at the point they were dispatched to the Customer by the Company and must be returned in the same packaging materials in which the Goods were delivered in.

7.4 All Goods must be returned with all components and also any promotional items received, including any promotional items or free gifts.

7.5 It is the Customer’s responsibility for returning any unwanted goods back to Supply Hut and shall assume costs of such. The Customer must be aware that Supply Hut will deduct a 25% restocking fee off the net cost of the unwanted item.

7.6 Subject to the above conditions, the Company will reimburse the cost of the Goods as soon as possible after the Goods are received and in any event within 30 days of that date, or replace the Goods if required by the Customer and agreed by the Company.

7.7 If the Goods are faulty or damaged, the Customer shall notify the Company within 3 days of receipt, or as soon as possible thereafter. The Company may at its discretion either:-

7.8.1 offer to replace or repair any Goods that are damaged or defective upon delivery; or

7.8.2 cancel the contract (or part of the contract affected) and refund to the Customer the amount paid for the Goods in question.

7.9 The right to return all Goods will expire after the 14 calendar day period referred to in clause 7.2.

8. SPECIFICATION AND INFORMATION

8.1 The Company reserves the right to alter or change dimensions or composition of the Goods supplied to conform to applicable standards or laws or otherwise within reasonable limits having regard to the nature of the Goods.

8.2 The information contained in any advertising, sales and technical literature issued by the Company or published on its website, including but not limited to any illustrations, performance details, examples of installations and methods of assembly and all other technical data in such literature, are provided for general guidance only. No such information or data shall form part of the contract unless the Customer shall have complied with Condition 1.5 relating to statements and representations and the Company shall have given the confirmation referred to in that Condition.

QUALITY

9.1 The Company warrants that on delivery, the Goods shall:

9.1.1 conform with their description;

9.1.2 be free from material defects in design, material and workmanship; and

9.1.3 be fit for any purpose held out by the Company.

9.2 Subject to Clause 9.3, if: (a) the Customer gives notice in writing to the Company on delivery or within two months of delivery or collection of the Goods that some or all of the Goods do not comply with the Conditions set out in Clause 9.1; (b) the Company is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost, then the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

9.3 The Company shall not be liable for the Goods' failure to comply with the Conditions set out in Clause 9.1 in any of the following events:

9.3.1 the Customer makes any further use of such Goods after giving notice in accordance with Clause 9.2;

9.3.2 the defect arises because the Customer failed to follow the Company’s or the manufacturer’s instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

9.3.3 the Customer alters or repairs such Goods without the written consent of the Company;

9.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

9.3.5 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

9.4 Except as provided in this Clause 9, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the Conditions set out in Clause 9.1.

9.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

9.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Company.

9.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are expressly excluded from this Contract for Trade Customers.

MANUFACTURER’S WARRANTIES AND GUARANTEES

10.1 If Goods are sold with a manufacturer's warranty, guarantee or similar assurance, any complaint, query or claim under a manufacturer's warranty, guarantee or similar assurance must be made direct to the manufacturer.

10.2 The Company does not have any responsibility or liability under or in connection with any such warranty, guarantee or assurance.

10.3 Any manufacturer's warranty, guarantee or similar assurance applies in addition to the Customer’s legal rights if the Customer is dealing as a Consumer.

11. EXCLUSION OF LIABILITY

11.1 The Company shall not be liable in respect of claims arising by reason of death or personal injury except in so far as the death or injury is attributable to a failure by the Company to exercise reasonable care. Further, under no circumstances whatever shall the Company be liable for losses special to the particular circumstances of the Customer, indirect losses, work required in connection with the removal of defective Goods and the installation of repaired or substituted Goods, loss of profits, damage to property or wasted expenditure. Without prejudice to this

condition, where Goods are supplied for the purpose of a business, the Company’s liability, whether in respect of one claim or the aggregate of various claims (other than claims for death or personal injury to the extent that the same is caused by a failure of the Company to take reasonable care), shall not exceed the lower amount of £50,000 or 80% of the Customer’s order and the Customer agrees to insure adequately to cover claims in excess of such amount.

11.2 Trade Customers (those that purchase Goods from the Company for and on behalf of their business, trade or profession) acknowledge that these Conditions constitute the entire and only agreement between the parties.

11.3 Trade Customers shall have no right to compensation from the Company (whether in contract, tort (including negligence), breach of statutory duty or otherwise), other than any refund the Company may provide under these Conditions or otherwise at its discretion.

11.4 The Company will not be responsible to Trade Customers or, in the event that work is undertaken for another person, to any other person, for the use or installation of any Goods by the Trade Customer. Accordingly, the Trade Customer agrees to hold the Company harmless from and indemnify the Company against any liability associated with, any claim or allegation that the Company responsible for any failings in the installation or use of Goods supplied.

12. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

12.1 All drawings, documents, confidential records, computer software, catalogues and other information supplied by the Company whether produced by itself or a third party, are supplied on the express understanding that copyright is reserved to the Company (or the third party) and that the Customer will not without the written consent of the Company either give away, loan, exhibit or sell any such drawings, documents, records, software or other information or extracts from them or copies of them or use them in any way except in connection with the Goods in respect of

which they are issued. In addition, any design right or copyright created in relation to the Goods will vest in the Company where the Goods are commissioned by the Customer, whether or not for a separate fee.

12.2 The Company gives no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe the patent, copyright or other intellectual property rights of any person, firm or company and the guarantee will be limited to the guarantee (if any) which the Company receives from the manufacturer or supplier from which the Company acquired the Goods.

13. INSOLVENCY

If the Customer shall become bankrupt or under the provisions of Section 123 of the Insolvency Act 1986 is deemed to be unable to pay its debts or compounds with creditors or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Customer (other than for a voluntary solvent winding up for the purposes of reconstruction or amalgamation) or if an Administrator, Receiver or Manager is appointed of all or any part of its assets or undertaking the Company shall be entitled to cancel the contract in whole or in part by notice in writing to the Customer without prejudice to any other right or remedy available to the Company.

14. AGE REQUIREMENTS FOR SPECIFIC GOODS

Where a contract is made for age-restricted Goods such as solvents or knife blades, the Customer confirms that they are over the age of 18 and that (where applicable) delivery will be accepted by a person over the age of 18. The Company reserves the right to cancel the contract if it reasonably believes that the Customer does not meet the age restrictions for any of the Goods ordered.

15. FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event or circumstance beyond a party's reasonable control. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 1 week’s written notice to the affected party.

16. CONSUMER PROTECTION ACT 1987 (“the Act”)

16.1 In circumstances where the Company supplies parts or products to the Customer for incorporation with, or into, or use ancillary to, any product to be produced, manufactured, processed or supplied by the Customer or a third party then:-

16.1.1 the Customer shall, if requested by the Company, produce for inspection by the Company copies of all written instructions, information and warnings to be supplied by the Customer in relation to the said product, provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval on the part of the Company of such instructions, information or warnings

16.1.2 the Customer shall indemnify, reimburse and compensate the Company for all losses and damages (including costs, expenses and charges for legal actions in which the Company may be involved) that the Company may incur or have to bear in the event that any claim or claims are made against the Company pursuant to the Act or otherwise relating to the said product of the Customer in circumstances in which the part of product supplied by the Company was either (i) not the defective part of the said product, or (ii) was only rendered the defective part or became a defective product by reason of actions or omissions of the Customer (including without limitation the supply of defective free issue materials) or (iii) was only rendered the defective part or became a defective product by reason of instructions or warnings given by the Customer or other supplier of the said product or (iv) supplied in accordance with a specification and/ or drawings furnished by or on behalf of the Customer.

16.1.3 for the purposes of this Condition only, the word “defective” shall be interpreted in accordance with the definition of “defect” contained in Part 1 of the Act.

16.2 The Customer hereby acknowledges that it is under a duty to pass on to its customers (where appropriate) all instructions, information and warnings supplied to it by the Company with the Goods.

17. ASSIGNMENT

17.1 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

17.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.

17.2 The Customer warrants that the Goods will be used in such manner and for such purposes only as are permitted by the Law of England or such other country in which the Goods are to be used and in accordance with any instructions provided by the Company or other third party which shall have been approved in advance by the Company to the Customer. The Customer hereby indemnifies the Company against any liability to third

parties which the Company may become subject to in relation to use of the Goods supplied to the Customer by the Company for any purposes or in any manner other than as is expressly permitted by the contract.

18. SEVERABILITY

If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions

19. Variation.

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Governing law.

The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

21. Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.